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Transition Services Agreement

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TRANSITION SERVICES AGREEMENT (this "Agreement") dated as of ______, 2004 by and between Resource America, Inc., a Delaware corporation ("RAI") and Atlas America, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of RAI ("Atlas").


WHEREAS, RAI owns, directly or indirectly, all of the issued and outstanding common stock, par value $0.01 per share, of Atlas;

WHEREAS, RAI presently intends to spin-off in one or more transactions that collectively have the effect that all or a substantial part of the shares of RAI Common Stock are distributed to all or some of the stockholders of RAI in a tax-free transaction (the "Spin-Off");

WHEREAS, prior to the Spin-Off, Atlas proposes to issue shares of its common stock in an initial public offering (the "IPO") registered under the Securities Act of 1933, as amended; and

WHEREAS, upon completion of the IPO, certain RAI personnel which have heretofore provided services to Atlas will become employees of Atlas; and

WHEREAS, the parties have requested that from and after the completion of the IPO, RAI continue to provide services to Atlas and Atlas personnel continue to provide services to RAI (either party, as such provider of transitional services, the "Service Provider" and either party, as such receiver of transitional services, the "Service Receiver").

NOW, THEREFORE, in consideration of the above premises and the mutual covenants contained herein, the parties hereto, meaning and intending to be bound hereby, agree as follows:

Capitalized terms not otherwise defined herein have the meaning given to them in the Master Separation and Distribution Agreement of even date herewith between RAI and Atlas (the "Master Separation and Distribution Agreement").


Section 1.01. Price and Payment. Any transitional services provided by Service Provider to Service Receiver pursuant to this Agreement shall be billed to Service Receiver on a cost basis (the "Services Fee"). The Services Fee shall be payable by Service Receiver to Service Provider in arrears 15 days after the close of each month (prorated for any partial month) during the term of this Agreement. In addition to the Services Fee, Service Receiver shall promptly pay or reimburse Service Provider for any out-of-pocket payments, costs or expenses incurred in good faith associated with, or related to, the underlying transitional services provided by Service Provider hereunder.


Section 1.02. Term. The term of this Agreement (the "Term") shall commence on the date hereof and shall end upon mutual agreement of the parties.


Section 2.01. Services. (a) Service Provider agrees to, or will cause one of its Subsidiaries to, provide such transitional services to Service Receiver and its Subsidiaries or Affiliates during the Term as Service Receiver shall request, consistent with past practice, including:

(i) cash management and debt service administration;

(ii) accounting and tax;

(iii) investor relations;

(iv) payroll and human resources administration;

(v) legal;

(vi) information technology;

(vii) data processing;

(viii) real estate management; and

(viii) other general administrative functions.

(b) In addition, RAI shall administer insurance coverage on behalf of Atlas and its Subsidiaries and Affiliates under RAI's insurance policies against certain risks and in amounts consistent with past practice until the earlier of such time as Atlas acquires its own insurance coverage or the Spin-Off Date. To the extent any loss is incurred by Atlas and its Subsidiaries or Affiliates, such entity shall be responsible for the payment of any deductible amounts related thereto and any amounts in excess of applicable coverage limits. In the event that the "aggregate stop loss" deductible is exceeded in any insurance period, Atlas and its Subsidiaries and Affiliates, on one
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